Common use of No Interference with Rights Clause in Contracts

No Interference with Rights. A. Nothing in this Agreement including but not limited to the release of claims, acknowledgements, confidentiality, non-disparagement, confidential information, attorneys’ fees, and cooperation provisions, prevent Employee from communicating and cooperating in good faith with the EEOC, National Labor Relations Board, the Securities and Exchange Commission, or any other self-regulatory organization or any other federal, state or local agency (each a “Government Agency”) for the purpose of (i) reporting a possible violation of any U.S. federal, state, or local law or regulation, (ii) filing a charge or complaint with a Government Agency, (iii) participating in an investigation or proceeding conducted by a Government Agency, (iv) exercising rights under Section 7 of the NLRA to engage in protected, concerted activity with other employees, although by signing this Agreement Employee is waiving rights to individual relief (including any money damages, reinstatement or other legal or equitable relief) in any charge, complaint, or lawsuit or other proceeding brought by Employee or on Employee’s behalf by any third party, except where such a waiver of individual relief is prohibited. Additionally, Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (a) in confidence to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or (c) in court proceedings if Employee files a lawsuit for retaliation by an employer for reporting a suspected violation of law, or to Employee’s attorney in such lawsuit, provided that Employee must file any document containing the trade secret under seal, and Employee may not disclose the trade secret, except pursuant to court order. Notwithstanding the foregoing, under no circumstance will Employee be authorized to make any disclosures as to which the Company may assert protections from disclosure under the attorney-client privilege or the attorney work product doctrine, without prior written consent of the Company’s General Counsel or another authorized officer designated by the Company.

Appears in 1 contract

Samples: Separation Agreement And (MGM Resorts International)

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No Interference with Rights. A. Nothing in this Release Agreement or the Employment Agreement, including but not limited to to, the release of claims, acknowledgementsconfidential information, confidentialityreturn of property, non-solicitation of employees, non-solicitation of customers, non-competition, non-disparagement, confidential informationavailability/cooperation, attorneys’ fees, agreement to arbitrate and cooperation acknowledgement provisions, prevent (1) limits or affects Employee’s right to challenge the validity of this Release Agreement under the ADEA or the OWBPA; (2) prevents Employee from communicating and cooperating filing a charge or complaint with or from participating in good faith with an investigation or proceeding conducted by the EEOCEqual Employment Opportunity Commission, National Labor Relations Board, the Securities and Exchange Commission, or any other self-regulatory organization or any other federal, state or local agency (each a “Government Agency”) for charged with the purpose of (i) reporting a possible violation enforcement of any U.S. federallaws, state, including providing documents or local law other information; or regulation, (ii3) filing a charge or complaint with a Government Agency, (iii) participating in an investigation or proceeding conducted by a Government Agency, (iv) prevents Employee from exercising rights under Section 7 of the NLRA National Labor Relations Act to engage in protected, concerted joint activity with other employees, although by signing this Agreement release Employee is waiving rights to individual relief (including any money damagesbackpay, frontpay, reinstatement or other legal or equitable relief) in any charge, complaint, or lawsuit lawsuit, or other proceeding brought by Employee or on Employee’s behalf by any third third-party, except for any right Employee may have to receive a payment from a government agency (and not the Company) for information provided to the government agency or where such a waiver of individual relief is otherwise prohibited. AdditionallyNotwithstanding Employee’s confidentiality and non-disclosure obligations in this Release Agreement and otherwise, Employee shall understands that as provided by the Federal Defend Trade Secrets Act, Employee will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made made: (ai) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, ; or (bii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or (c) in court proceedings if Employee files a lawsuit for retaliation by an employer for reporting a suspected violation . THIS IS A RELEASE OF CLAIMS - READ CAREFULLY BEFORE SIGNING I have read this Severance and Release Agreement. Company advised me to seek the advice of law, or to Employee’s attorney in such lawsuit, provided that Employee must file any document containing counsel regarding the trade secret under sealmeaning and effect of this Release Agreement, and Employee may not disclose I have had the trade secretopportunity to do so. I fully understand the terms of this Release Agreement and I understand it is a complete and final release of any of my claims against the Released Parties (as defined in this Release Agreement). I sign the Release Agreement as my own free act and deed. Xxxxxxx X. Xxxxx XX Date: HRB Professional Resources LLC By: Title: Date: EXHIBIT A EQUITY-BASED AWARD VESTING AND CONTINUATION SUMMARY EXHIBIT B EQUITY-BASED AWARD FORFEITURE SUMMARY EXHIBIT C RESIGNATION To Whom It May Concern: Effective [INSERT DATE], except pursuant to court order. Notwithstanding I hereby resign from the foregoing, under no circumstance will Employee be authorized to make any disclosures as to which the Company may assert protections from disclosure under the attorney-client privilege or the attorney work product doctrine, without prior written consent of the Company’s General Counsel or another authorized following officer designated by the Company.and director positions: Entity Name Title ____________________________________ Xxxxxxx X. Xxxxx XX

Appears in 1 contract

Samples: Employment Agreement (H&r Block Inc)

No Interference with Rights. A. Nothing in this Release Agreement or the Employment Agreement, including but not limited to to, the release of claims, acknowledgementsconfidential information, confidentialityreturn of property, non-solicitation of employees, non-solicitation of customers, non-competition, non-disparagement, confidential informationavailability/cooperation, attorneys’ fees, agreement to arbitrate and cooperation acknowledgement provisions, prevent (1) limits or affects Employee’s right to challenge the validity of this Release Agreement under the ADEA or the OWBPA; (2) prevents Employee from communicating and cooperating filing a charge or complaint with or from participating in good faith with an investigation or proceeding conducted by the EEOCEqual Employment Opportunity Commission, National Labor Relations Board, the Securities and Exchange Commission, or any other self-regulatory organization or any other federal, state or local agency (each a “Government Agency”) for charged with the purpose of (i) reporting a possible violation enforcement of any U.S. federallaws, state, including providing documents or local law other information; or regulation, (ii3) filing a charge or complaint with a Government Agency, (iii) participating in an investigation or proceeding conducted by a Government Agency, (iv) prevents Employee from exercising rights under Section 7 of the NLRA National Labor Relations Act to engage in protected, concerted joint activity with other employees, although by signing this Agreement release Employee is waiving rights to individual relief (including any money damagesbackpay, frontpay, reinstatement or other legal or equitable relief) in any charge, complaint, or lawsuit lawsuit, or other proceeding brought by Employee or on Employee’s behalf by any third third-party, except for any right Employee may have to receive a payment from a government agency (and not the Company) for information provided to the government agency or where such a waiver of individual relief is otherwise prohibited. AdditionallyNotwithstanding Employee’s confidentiality and non-disclosure obligations in this Release Agreement and otherwise, Employee shall understands that as provided by the Federal Defend Trade Secrets Act, Employee will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made made: (ai) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, ; or (bii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or (c) in court proceedings if Employee files a lawsuit for retaliation by an employer for reporting a suspected violation . THIS IS A RELEASE OF CLAIMS - READ CAREFULLY BEFORE SIGNING I have read this Severance and Release Agreement. Company advised me to seek the advice of law, or to Employee’s attorney in such lawsuit, provided that Employee must file any document containing counsel regarding the trade secret under sealmeaning and effect of this Release Agreement, and Employee may not disclose I have had the trade secretopportunity to do so. I fully understand the terms of this Release Agreement and I understand it is a complete and final release of any of my claims against the Released Parties (as defined in this Release Agreement). I sign the Release Agreement as my own free act and deed. Xxxxxxx X. Xxxxx XX ___________________________________________ Date: HRB Professional Resources LLC ___________________________________________ By: Title: Date: EXHIBIT A EQUITY-BASED AWARD VESTING AND CONTINUATION SUMMARY EXHIBIT B EQUITY-BASED AWARD FORFEITURE SUMMARY EXHIBIT C RESIGNATION To Whom It May Concern: Effective [INSERT DATE], except pursuant to court order. Notwithstanding I hereby resign from the foregoing, under no circumstance will Employee be authorized to make any disclosures as to which the Company may assert protections from disclosure under the attorney-client privilege or the attorney work product doctrine, without prior written consent of the Company’s General Counsel or another authorized following officer designated by the Company.and director positions: Entity Name Title ____________________________________ Xxxxxxx X. Xxxxx XX Dated:

Appears in 1 contract

Samples: Award Agreement (H&r Block Inc)

No Interference with Rights. A. Nothing in this Agreement is intended to waive claims (i) for unemployment or workers’ compensation benefits, (ii) for vested rights under ERISA-covered employee benefit plans as applicable on the Separation Date, (iii) that may arise after Executive signs this Agreement, (iv) for reimbursement of expenses under the Company’s expense reimbursement policies, or (v) which cannot be released by private agreement. In addition, nothing in this Agreement including but not limited to the acknowledgments, release of claims, acknowledgementsproprietary information, confidentiality, non-disparagement, confidential information, attorneys’ fees, and cooperation provisions, prevent Employee (i) waives Executive’s right to testify in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged sexual harassment on the part of the Company, or on the part of the agents or employees of the Company, when Executive has been required or requested to attend such a proceeding pursuant to a court order, subpoena, or written request from an administrative agency or the legislature, (ii) limits or affects Executive’s right to challenge the validity of this Agreement under the ADEA or the OWBPA, (iii) prevents Executive from communicating and cooperating with, filing a charge or complaint with or from participating in good faith with an investigation or proceeding conducted by the EEOCEqual Employment Opportunity Commission, National Labor Relations Board, the Securities and Exchange Commission, or any other self-regulatory organization or any other federal, state or local agency (each a “Government Agency”) for charged with the purpose of (i) reporting a possible violation enforcement of any U.S. federallaws, stateincluding providing documents or any other information, or local law or regulation, (ii) filing a charge or complaint with a Government Agency, (iii) participating in an investigation or proceeding conducted by a Government Agency, (iv) limits Executive from exercising rights under Section 7 of the NLRA to engage in protected, concerted activity with other employees, although by signing this Agreement Employee is Executive waiving rights to individual relief (including any money damagesbackpay, frontpay, reinstatement or other legal or equitable relief) in any charge, complaint, or lawsuit or other proceeding brought by Employee Executive or on EmployeeExecutive’s behalf by any third party, except where such for any right Executive may have to receive a waiver of individual relief is prohibited. Additionally, Employee shall payment or award from a government agency (and not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (a) in confidence to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or (c) in court proceedings if Employee files a lawsuit for retaliation by an employer for reporting a suspected violation of law, or to Employee’s attorney in such lawsuit, provided that Employee must file any document containing the trade secret under seal, and Employee may not disclose the trade secret, except pursuant to court order. Notwithstanding the foregoing, under no circumstance will Employee be authorized to make any disclosures as to which the Company may assert protections from disclosure under the attorney-client privilege or the attorney work product doctrine, without prior written consent of the Company’s General Counsel ) for information provided to the government agency or another authorized officer designated by the Companyotherwise where prohibited.

Appears in 1 contract

Samples: Transition Services, Separation and Release Agreement (Fox Factory Holding Corp)

No Interference with Rights. A. Nothing in this Agreement including but not limited to the release of claims, acknowledgements, confidentiality, non-disparagement, confidential information, attorneys’ fees, and cooperation provisions, prevent Employee from communicating and cooperating in good faith with the EEOC, National Labor Relations Board, the Securities and Exchange Commission, or any other self-regulatory organization or any other federal, state or local agency (each a “Government Agency”) for the purpose of (i) reporting a possible violation of any U.S. federal, state, or local law or regulation, (ii) filing a charge or complaint with a Government Agency, (iii) participating in an investigation or proceeding conducted by a Government Agency, (iv) exercising rights under Section 7 of the NLRA to engage in protected, concerted activity with other employees, although by signing this Agreement Employee is waiving rights to individual relief (including any money damages, reinstatement or other legal or equitable relief) in any charge, complaint, or lawsuit or other proceeding brought by Employee or on Employee’s behalf by any third party, except where such a waiver of individual relief is prohibited. Additionally, Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (a) in confidence to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or (c) in court proceedings if Employee files a lawsuit for retaliation by an employer for reporting a suspected violation of law, or to Employee’s attorney in such lawsuit, provided that Employee must file any document containing the trade secret under seal, and Employee may not disclose the trade secret, except pursuant to court order. Notwithstanding the foregoing, under no circumstance will Employee be authorized to make any disclosures as to which the Company may assert protections from disclosure under the attorney-client privilege or the attorney work product doctrine, without prior written consent of the Company’s General Counsel or another authorized officer designated by the Company.. [Signature Page Follows]

Appears in 1 contract

Samples: Separation Agreement

No Interference with Rights. A. Nothing You understand this Agreement does not apply to (i) claims for unemployment or workers’ compensation benefits, (ii) claims or rights that may arise after the date that you sign this Agreement, (iii) claims for reimbursement of expenses under the Company’s expense reimbursement policies, (iv) any vested rights under the Company’s ERISA-covered employee benefit plans as applicable on the date you sign this Agreement, and (v) any claims that controlling law clearly states may not be released by private agreement. Moreover, nothing in this Agreement (including but not limited to the acknowledgements, release of claims, acknowledgementsthe promise not to sue, confidentiality, the confidentiality and non-disparagementdisparagement obligations, confidential information, attorneys’ feescooperation, and cooperation provisionsthe return of property provision) (i) limits or affects your right to challenge the validity of this Agreement under the ADEA or the OWBPA, prevent Employee (ii) prevents from communicating and cooperating with, filing a charge or complaint with; providing documents or information voluntarily or in good faith with response to a subpoena or other information request to; or from participating in an investigation or proceeding conducted by the EEOCEqual Employment Opportunity Commission, National Labor Relations Board, the Securities and Exchange Commission, the Occupational Safety and Health Administration, law enforcement, or any other self-regulatory organization or any other federal, state or local agency (each a “Government Agency”) for charged with the purpose of (i) reporting a possible violation enforcement of any U.S. federal, statelaws, or local law from responding to a subpoena or regulationdiscovery request in court litigation or arbitration, (ii) filing a charge or complaint with a Government Agency, (iii) participating in an investigation or proceeding conducted by a Government Agencyprecludes you from exercising your rights, (iv) exercising rights if any, under Section 7 of the NLRA or under similar state law to engage in protected, concerted activity with other employees, although by including discussing your compensation or terms and conditions of employment. In addition, nothing in this Agreement shall be construed to prevent you from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful; waive your right to testify in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged sexual harassment on the part of the Company, or on the part of the agents or employees of the Company, when you have been required or requested to attend such a proceeding pursuant to a court order, subpoena, or written request from an administrative agency or the legislature. By signing this Agreement Employee is you are waiving rights your right to recover any individual relief (including any money damagesbackpay, frontpay, reinstatement or other legal or equitable relief) in any charge, complaint, or lawsuit or other proceeding brought by Employee you or on Employee’s your behalf by any third party, except for any right you may have to receive a payment or award from a government agency (and not the Company) for information provided to the government agency or where such a waiver of individual relief is otherwise prohibited. AdditionallyNotwithstanding your confidentiality and non-disclosure obligations in this Agreement and otherwise, Employee shall you understand that as provided by the Federal Defend Trade Secrets Act, you will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made made: (a1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, ; or (b2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or (c) . In exchange for the promises contained in court proceedings if Employee files a lawsuit for retaliation by an employer for reporting a suspected violation of lawthis Agreement, or the Company promises to Employee’s attorney provide the benefits set forth in such lawsuitthis Agreement. Date: Bxxxx Xxxx, provided that Employee must file any document containing the trade secret under sealChief People Officer Signature You have read this Agreement and understand its legal and binding effect. You are acting voluntarily, deliberately, and Employee may not disclose the trade secret, except pursuant to court orderof your own free will in signing this Agreement. Notwithstanding the foregoing, under no circumstance will Employee be authorized The Company has provided you with all information needed to make any disclosures as an informed decision to which the Company may assert protections from disclosure under the sign this Agreement, notice of and an opportunity to retain an attorney-client privilege or the attorney work product doctrine, without prior written consent of the Company’s General Counsel or another authorized officer designated by the Company.and an opportunity to ask questions about this Agreement. Date: Not valid if signed before Termination Date Employee Name Printed Signature EXHIBIT D

Appears in 1 contract

Samples: Employment Agreement (GAN LTD)

No Interference with Rights. A. Nothing You understand this Agreement does not apply to (i) claims for unemployment or workers’ compensation benefits, (ii) claims or rights that may arise after the date that you sign this Agreement, (iii) claims for reimbursement of expenses under the Company’s expense reimbursement policies, (iv) any vested rights under the Company’s ERISA-covered employee benefit plans as applicable on the date you sign this Agreement, and (v) any claims that controlling law clearly states may not be released by private agreement. Moreover, nothing in this Agreement (including but not limited to the acknowledgements, release of claims, acknowledgementsthe promise not to sue, confidentiality, the confidentiality and non-disparagementdisparagement obligations, confidential information, attorneys’ feescooperation, and cooperation provisionsthe return of property provision) (i) limits or affects your right to challenge the validity of this Agreement under the ADEA or the OWBPA, prevent Employee (ii) prevents from communicating and cooperating with, filing a charge or complaint with; providing documents or information voluntarily or in good faith with response to a subpoena or other information request to; or from participating in an investigation or proceeding conducted by the EEOCEqual Employment Opportunity Commission, National Labor Relations Board, the Securities and Exchange Commission, the Occupational Safety and Health Administration, law enforcement, or any other self-regulatory organization or any other federal, state or local agency (each a “Government Agency”) for charged with the purpose of (i) reporting a possible violation enforcement of any U.S. federal, statelaws, or local law from responding to a subpoena or regulationdiscovery request in court litigation or arbitration, (ii) filing a charge or complaint with a Government Agency, (iii) participating in an investigation or proceeding conducted by a Government Agencyprecludes you from exercising your rights, (iv) exercising rights if any, under Section 7 of the NLRA or under similar state law to engage in protected, concerted activity with other employees, although by including discussing your compensation or terms and conditions of employment. In addition, nothing in this Agreement shall be construed to prevent you from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful; waive your right to testify in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged sexual harassment on the part of the Company, or on the part of the agents or employees of the Company, when you have been required or requested to attend such a proceeding pursuant to a court order, subpoena, or written request from an administrative agency or the legislature. By signing this Agreement Employee is you are waiving rights your right to recover any individual relief (including any money damagesbackpay, frontpay, reinstatement or other legal or equitable relief) in any charge, complaint, or lawsuit or other proceeding brought by Employee you or on Employee’s your behalf by any third party, except for any right you may have to receive a payment or award from a government agency (and not the Company) for information provided to the government agency or where such a waiver of individual relief is otherwise prohibited. AdditionallyNotwithstanding your confidentiality and non-disclosure obligations in this Agreement and otherwise, Employee shall you understand that as provided by the Federal Defend Trade Secrets Act, you will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made made: (a1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, ; or (b2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or (c) . In exchange for the promises contained in court proceedings if Employee files a lawsuit for retaliation by an employer for reporting a suspected violation of lawthis Agreement, or the Company promises to Employee’s attorney provide the benefits set forth in such lawsuitthis Agreement. Date:____________ ____________________________ Bxxxx Xxxx, provided that Employee must file any document containing the trade secret under sealChief People Officer _______________________________ Signature You have read this Agreement and understand its legal and binding effect. You are acting voluntarily, deliberately, and Employee may not disclose the trade secret, except pursuant to court orderof your own free will in signing this Agreement. Notwithstanding the foregoing, under no circumstance will Employee be authorized The Company has provided you with all information needed to make any disclosures as an informed decision to which the Company may assert protections from disclosure under the sign this Agreement, notice of and an opportunity to retain an attorney-client privilege or the attorney work product doctrine, without prior written consent of the Company’s General Counsel or another authorized officer designated by the Company.and an opportunity to ask questions about this Agreement. Date:____________ Not valid if signed before Termination Date ___________________________ Employee Name Printed _______________________________ Signature EXHIBIT D

Appears in 1 contract

Samples: Employment Agreement (GAN LTD)

No Interference with Rights. A. Nothing You understand, agree and acknowledge that nothing contained in this Agreement Agreement, including but not limited to Sections 3 (Waiver and Release, Promise Not to Xxx), 4 (Confidentiality of Agreement), 5 (Company’s Confidential Information) and 6 (Return of Company Property): (a) limits or affects Your right to challenge the release validity of claimsthis Agreement under the ADEA or the OWBPA, acknowledgements, confidentiality, non-disparagement, confidential information, attorneys’ fees, and cooperation provisions, prevent Employee (b) prevents You from communicating and cooperating in good faith with the EEOCwith, National Labor Relations Board, the Securities and Exchange Commission, or any other self-regulatory organization or any other federal, state or local agency (each a “Government Agency”) for the purpose of (i) reporting a possible violation of any U.S. federal, state, or local law or regulation, (ii) filing a charge or complaint with with; providing documents or information voluntarily or in response to a Government Agency, (iii) subpoena or other information request to; or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission, the Securities and Exchange Commission, law enforcement, or any other any federal, state or local agency charged with the enforcement of any laws, or from responding to a Government Agency, (iv) exercising rights under Section 7 of the NLRA to engage subpoena or discovery request in protected, concerted activity with other employeescourt litigation or arbitration, although by signing this Agreement Employee is You are waiving rights Your right to recover any individual relief (including any money damagesback pay, front pay, reinstatement or other legal or equitable relief) in any charge, complaint, or lawsuit or other proceeding brought by Employee You or on Employee’s Your behalf by any third party, except for any right You may have to receive a payment or award from a government agency (and not the Company) for information provided to the government agency or where such a waiver of individual relief is otherwise prohibited. Additionally, Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made [NEW JERSEY ADD: (a) in confidence shall have the purpose or effect of requiring You to a federalconceal the details relating to any claim of discrimination, stateharassment, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or (c) in court proceedings if Employee files a lawsuit for retaliation by an employer for reporting a suspected violation of law, or to Employee’s attorney in such lawsuitretaliation, provided that Employee must file any document containing the You do not reveal proprietary information consisting of non-public trade secret under sealsecrets, business plans, and Employee may not disclose customer information;] [CALIFORNIA ADD: (a) waives my right to testify in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged sexual harassment on the trade secret, except pursuant to court order. Notwithstanding the foregoing, under no circumstance will Employee be authorized to make any disclosures as to which the Company may assert protections from disclosure under the attorney-client privilege or the attorney work product doctrine, without prior written consent part of the Company’s General Counsel , or another authorized officer designated by on the part of the agents or employees of the Company., when You have been required or requested to attend such a proceeding pursuant to a court order, subpoena, or written request from an administrative agency or the legislature,][Illinois Add: (w) precludes You from testifying in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged unlawful employment practices regarding the Company, its agents, or employees, when You have been required or requested to do so pursuant to a court order, subpoena, or written request from an administrative agency or the legislature;]

Appears in 1 contract

Samples: Confidential Separation and Release Agreement (Avery Dennison Corp)

No Interference with Rights. A. Nothing in this Agreement including Release is intended to waive claims (i) for unemployment or workers’ compensation benefits, (ii) for vested benefits under any 401(k) plan or other ERISA-covered employee benefit plan provided by the Company in effect as of the date Executive signs this Release, (iii) for reimbursement of expenses under the Company’s expense reimbursement policies, (iv) that may arise after Executive signs this, or (v) which cannot be released by private agreement. In addition, nothing in this Release, including, but not limited to, the Release of Known and Unknown Claims, Executive Acknowledgements, No Pending Claims and Covenant Not to the release of claims, acknowledgements, confidentiality, non-disparagement, confidential information, attorneys’ feesSue, and cooperation provisions, prevent Employee Cooperation provisions (i) prevents or precludes Executive from communicating and cooperating challenging or seeking a determination in good faith with of the EEOCvalidity of this Release under the ADEA or the OWBPA, (ii) prevents Executive from communicating with, filing a charge or complaint with, providing documents or other information voluntarily or in response to a subpoena or other information request to, or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission, the National Labor Relations Board, the Securities and Exchange Commission, or any other self-regulatory organization the Occupational Safety and Health Administration, law enforcement, or any other federal, state or local agency (each a “Government Agency”) for charged with the purpose of (i) reporting a possible violation enforcement Executive Separation and Release Agreement of any U.S. federal, statelaws, or local law responding to a subpoena or regulation, (ii) filing a charge discovery request in court litigation or complaint with a Government Agencyarbitration, (iii) participating in an investigation or proceeding conducted by a Government Agencylimits Executive from exercising rights, (iv) exercising rights if any, under Section 7 of the NLRA or similar state law to engage in protected, concerted activity with activity, including discussing compensation and other employeesterms and conditions of employment, although by signing this Agreement Employee Release, Executive is waiving rights his/her right to recover any individual relief (including any money damagesback pay, front pay, reinstatement or other legal or equitable relief) in any charge, complaint, or lawsuit or other proceeding brought by Employee Executive or on Employee’s his/her behalf by any third party, except for any right Executive may have to receive a payment from a government agency (and not the Company or any of the Released Parties) for information provided to the government agency, or where such a waiver of individual relief is otherwise prohibited. Additionally, Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (a) in confidence to a federal, state, or local government official(iv) limits or affects Executive’s right to disclose or discuss sexual harassment or sexual assault disputes. [Signature Page Follows] Executive Separation and Release Agreement In exchange for severance and other promises contained in this Release, or Executive is entering into this Release voluntarily, deliberately, and with all information needed to make an informed decision to enter this Release. The Company has provided Executive with the opportunity to ask any questions regarding this Release and provided notice of and an opportunity to retain an attorney, solely or Executive already is represented by an attorney. EXECUTIVE By: /s/ Xxxxx Xxxxxxxx Xxxxx Xxxxxxxx Date: April 3, 2023 In exchange for the purpose of reporting or investigating a suspected violation of lawpromises contained in this Release, (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or (c) in court proceedings if Employee files a lawsuit for retaliation by an employer for reporting a suspected violation of law, or to Employee’s attorney in such lawsuit, provided that Employee must file any document containing the trade secret under seal, and Employee may not disclose the trade secret, except pursuant to court order. Notwithstanding the foregoing, under no circumstance will Employee be authorized to make any disclosures as to which the Company may assert protections from disclosure under promises to provide the attorney-client privilege or the attorney work product doctrinebenefits set forth in this Release. FOX FACTORY, without prior written consent of the Company’s General Counsel or another authorized officer designated by the Company.INC. By: /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx, Chief Human Resources Officer Date: April 4, 2023 FOX FACTORY HOLDING CORPORATION By: /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx, Chief Human Resources Officer Date: April 4, 2023

Appears in 1 contract

Samples: Executive Separation and Release Agreement (Fox Factory Holding Corp)

No Interference with Rights. A. Nothing The Parties agree that nothing in this Agreement shall be construed to prohibit you from challenging illegal conduct and/or engaging in protected activity, including but not limited to without limitation filing a charge or complaint with, and/or participating in any investigation or proceeding conducted by, the release of claimsEqual Employment Opportunity Commission (the “EEOC”), acknowledgements, confidentiality, non-disparagement, confidential information, attorneys’ fees, and cooperation provisions, prevent Employee from communicating and cooperating in good faith with the EEOC, National Labor Relations BoardBoard (the “NLRB”), the Securities and Exchange CommissionCommission (the “SEC”), or the Occupational Safety and Health Act (“OSHA”), and/or any other self-regulatory organization or any other federal, state or local agency (each a “Government Agency”) for the purpose of (i) reporting a possible violation of any U.S. federal, state, or local law government agency. Further, the Parties agree that nothing in this Agreement shall be construed to interfere with the ability of any federal, state, or regulation, (ii) filing a local government agency to investigate any such charge or complaint with a Government Agencycomplaint, (iii) participating in an investigation or proceeding conducted by a Government Agencyyour ability to communicate voluntarily with, (iv) exercising rights under Section 7 of the NLRA to engage in protectedincluding providing documents or other information to, concerted activity with other employeesany such agency. However, although by signing this Agreement Employee is Agreement, you understand that you are waiving rights your right to receive individual relief (including any money damageswithout limitation back pay, reinstatement front pay, reinstatement, or other legal or equitable relief) based on claims asserted in any charge, such charge or complaint, or lawsuit or other proceeding brought by Employee or on Employee’s behalf by any third party, except where such a waiver is prohibited and except for any right you may have to receive a payment or award from a government agency (and not the Company) for information provided to the government agency. You understand that your release of claims as contained in this Agreement does not extend to any rights you may have under any laws governing the filing of claims for COBRA, unemployment, disability insurance, and/or workers’ compensation benefits. You further understand that nothing herein shall be construed to prohibit you from: (a) challenging the Company’s failure to comply with its promises to make payment and provide other consideration under this Agreement; (b) asserting your right to any vested benefits to which you are entitled pursuant to the terms of the applicable plans and/or applicable law; (c) challenging the knowing and voluntary nature of your release of claims under the Age Discrimination in Employment Act; (d) asserting any claim that controlling law clearly states cannot lawfully be waived by private agreement; and/or (e) asserting any claim that may arise after the date that you signed this Agreement. Nothing in this Agreement shall be construed as a waiver of your right to testify in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or sexual harassment on the part of the Company, or on the part of the agents or employees of the Company, when you have been required or requested to attend such a proceeding pursuant to a court order, subpoena, or written request from an administrative agency or the legislature. Nothing in this Agreement shall be construed to prohibit you from reporting an event that you reasonably and in good faith believe is a violation of law to the relevant law-enforcement agency (including but not limited to the EEOC, Department of Justice, the SEC, Congress, the Department of Labor, and any Inspector General), from cooperating in an investigation conducted by such a government agency, or making other disclosures that are protected under the whistleblower provisions of any law or regulation. This may include disclosure of trade secret or confidential information within the limitations permitted by the 2016 Defend Trade Secrets Act (the “DTSA”). You are hereby provided notice that under the DTSA, (1) no individual relief is prohibited. Additionally, Employee shall not will be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (a) as defined in confidence to a federal, state, or local government official, or to an attorney, solely for the purpose 4 of reporting or investigating a suspected violation of law, (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or (c) in court proceedings if Employee files a lawsuit for retaliation by an employer for reporting a suspected violation of law, or to Employee’s attorney in such lawsuit, provided that Employee must file any document containing the trade secret under seal, and Employee may not disclose the trade secret, except pursuant to court order. Notwithstanding the foregoing, under no circumstance will Employee be authorized to make any disclosures as to which the Company may assert protections from disclosure under the attorney-client privilege or the attorney work product doctrine, without prior written consent of the Company’s General Counsel or another authorized officer designated by the Company.11

Appears in 1 contract

Samples: Ascena Retail Group, Inc.

No Interference with Rights. A. Nothing in this Agreement is intended to waive claims by the Individual (a) for unemployment or workers’ compensation benefits; (b) for vested rights under ERISA-covered employee benefit plans as applicable on the date Individual signs this Agreement; (c) for vested rights under ERISA-covered employee benefit plans that may arise after Individual signs this Agreement; (d) for reimbursement of expenses under the Company’s expense reimbursement policies; (e) for rights to indemnification Individual may have (including, but not limited to, indemnification with respect to existing claims as of the Effective Date) under the by-laws or certificate of incorporation of the Company, or under any past, current or future Company Directors & Officers Liability Insurance program or the Indemnification Agreement dated as of March 21, 2015 between the Company and Individual (which such indemnification rights shall continue during the Transition Period), including, for the avoidance of doubt, rights to advancement of expenses; (f) for any claim or right that Individual may have under this Agreement; (g) for any claim or right that may arise after the execution of this Agreement; or (h) which cannot lawfully be released by private agreement. In addition, nothing in this Agreement, including but not limited to the acknowledgments, release of claims, acknowledgementsproprietary information, confidentiality, cooperation, and non-disparagementdisparagement provisions (i) prevents Individual from filing a charge or complaint with, confidential informationparticipating in an investigation or proceeding conducted by, attorneys’ feesor providing truthful information to the Equal Employment Opportunity Commission, the Occupational Safety and cooperation provisions, prevent Employee from communicating and cooperating in good faith with the EEOCHealth Administration, National Labor Relations Board, the Securities and Exchange Commission, or any other self-regulatory organization or any other federal, state or local agency (each a “Government Agency”) for charged with the purpose of (i) reporting a possible violation enforcement of any U.S. federal, state, laws or local law or regulation, (ii) filing a charge or complaint with a Government Agency, (iii) participating in an investigation or proceeding conducted by a Government Agency, (iv) limits Individual from exercising rights under Section 7 of the NLRA to engage in protected, concerted activity with other employees, although by signing this Agreement Employee Individual is waiving rights to individual relief (including any money damagesbackpay, frontpay, reinstatement or other legal or equitable relief) in any charge, complaint, or lawsuit or other proceeding brought by Employee Individual or on EmployeeIndividual’s behalf by any third party, except where such for any right Individual may have to receive a waiver of individual relief is prohibited. Additionally, Employee shall payment from a government agency (and not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (a) in confidence to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or (c) in court proceedings if Employee files a lawsuit for retaliation by an employer for reporting a suspected violation of law, or to Employee’s attorney in such lawsuit, provided that Employee must file any document containing the trade secret under seal, and Employee may not disclose the trade secret, except pursuant to court order. Notwithstanding the foregoing, under no circumstance will Employee be authorized to make any disclosures as to which the Company may assert protections from disclosure under the attorney-client privilege or the attorney work product doctrine, without prior written consent of the Company’s General Counsel or another authorized officer designated by ) for information provided to the Companygovernment agency.

Appears in 1 contract

Samples: Release and Restrictive Covenants Agreement (Ocwen Financial Corp)

No Interference with Rights. A. Nothing Grantee understands that this Agreement does not apply to (a) any claims or rights that may arise after the date that Grantee signed this Agreement, (b) any vested rights under the Company’s benefit plans as applicable on the date Grantee signed this Agreement, and (d) any claims that the controlling law clearly states may not be released by private agreement. Moreover, nothing in this Agreement (including but not limited to the release of claims, acknowledgementsthe promise not to sue, confidentiality, non-disparagement, confidential information, attorneys’ feesthe confidentiality obligations, and cooperation provisionsthe return of property provision) (i) limits or affects Grantee’s right to challenge the validity of this Agreement under the ADEA, prevent Employee (ii) precludes Grantee from testifying in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged unlawful employment practices regarding Employer, its agents, or Grantees, when Grantee has been required or requested to do so pursuant to a court order, subpoena, or written request from an administrative agency or the legislature, or (iii) prevents Grantee from communicating and cooperating with, filing a charge or complaint with, or from participating in good faith with an investigation or proceeding conducted by the EEOCEqual Employment Opportunity Commission, National Labor Relations Board, the Securities and Exchange Commission, or any other self-regulatory organization or any other federal, state or local agency (each a “Government Agency”) for or entity or self-regulatory organization charged with the purpose of (i) reporting a possible violation enforcement of any U.S. federal, statelaws, or local to cooperate with such agency or entity or organization, without notice to the Company and including providing documents or any other information (and to receive a whistleblower award provided by law or regulation, (ii) filing a charge or complaint with a Government Agency, (iii) participating in an investigation or proceeding conducted by a Government Agency, (iv) exercising rights under Section 7 of the NLRA to engage in protected, concerted activity with other employeesfor providing such information), although by signing this Agreement Employee Agreement, Grantee is waiving rights Grantee’s right to recover any individual relief (including any money damagesbackpay, frontpay, reinstatement or other legal or equitable relief) in any charge, complaint, or lawsuit or other proceeding brought by Employee Grantee or on EmployeeGrantee’s behalf by any third party, except where such for any right Grantee may have to receive a waiver of individual relief is prohibitedpayment or award from a government agency (and not the Employer) for information provided to the government agency. AdditionallyNotwithstanding Xxxxxxx’s confidentiality and non-disclosure obligations in this Agreement and otherwise, Employee shall Grantee understands that as provided by the federal Defend Trade Secrets Act, Grantee will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made made: (a1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, ; or (b2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or (c) in court proceedings if Employee files a lawsuit for retaliation by . Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of lawlaw may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, or to Employee’s attorney in such lawsuit, provided that Employee must file so long as any document containing the trade secret is filed under seal, seal and Employee may the individual does not disclose the trade secret, secret except pursuant to court order. Notwithstanding the foregoingBY SIGNING THIS AGREEMENT, under no circumstance will Employee be authorized to make any disclosures as to which the Company may assert protections from disclosure under the attorney-client privilege or the attorney work product doctrineXXXXXXX REPRESENTS AND WARRANTS THAT GRANTEE HAS FULL LEGAL CAPACITY TO ENTER INTO THIS AGREEMENT, without prior written consent of the Company’s General Counsel or another authorized officer designated by the Company.XXXXXXX HAS CAREFULLY READ AND UNDERSTANDS THIS

Appears in 1 contract

Samples: Retirement and Award Agreement (American Homes 4 Rent, L.P.)

No Interference with Rights. A. Nothing Employee understands this Agreement does not apply to (i) claims for unemployment or workers' compensation benefits, (ii) claims or rights that may arise after the date that Employee signs this Agreement, (iii) claims for reimbursement of expenses under the Company's expense reimbursement policies, (iv) any vested rights under the Company's ERISA-covered employee benefit plans as applicable on the date Employee signs this Agreement, and (v) any claims that controlling law clearly states may not be released by private agreement. Moreover, nothing in this Agreement (including but not limited to the acknowledgements, release of claims, acknowledgementsthe promise not to sue, confidentiality, the confidentiality and non-disparagementdisparagement obligations, confidential information, attorneys’ feescooperation, and cooperation provisionsthe return of property provision) (i) limits or affects Employee's right to challenge the validity of this Agreement under the ADEA or the OWBPA, prevent (ii) prevents Employee from communicating and cooperating with, filing a charge or complaint with; providing documents or information voluntarily or in good faith with response to a subpoena or other information request to; or from participating in an investigation or proceeding conducted by the EEOCEqual Employment Opportunity Commission, National Labor Relations Board, the Securities and Exchange Commission, or any other self-regulatory organization the Occupational Safety and Health Administration, law enforcement, or any other federal, state or local agency (each a “Government Agency”) for charged with the purpose of (i) reporting a possible violation enforcement of any U.S. federal, statelaws, or local law from testifying, providing evidence, responding to a subpoena or regulationdiscovery request in court litigation or arbitration, (ii) filing a charge or complaint with a Government Agency, (iii) participating prevents a non- management, non-supervisory employee from engaging in an investigation or proceeding conducted by a Government Agency, (iv) exercising rights protected concerted activity under Section 7 of the NLRA or under similar state law such as joining, assisting, or forming a union, bargaining, picketing, striking, or participating in other activity for mutual aid or protection, or refusing to engage do so; this includes using or disclosing information acquired through lawful means regarding wages, hours, benefits, or other terms and conditions of employment, except where the information was entrusted to the employee in protectedconfidence by the Company as part of the employee's job duties. In addition, concerted activity with other employees, although by nothing in this Agreement limits or affects Employee's right to disclose or discuss sexual harassment or sexual assault disputes. By signing this Agreement Employee is waiving rights his right to recover any individual relief (including any money damagesbackpay, front pay, reinstatement or other legal or equitable relief) in any charge, complaint, or lawsuit or other proceeding brought by Employee or on Employee’s his behalf by any third party, except for any right Employee may have to receive a payment or award from a government agency (and not the Company) for information provided to the government agency or where such a waiver of individual relief is otherwise prohibited. AdditionallyNotwithstanding Employee's confidentiality and non-disclosure obligations in this Agreement and otherwise, Employee shall understands that as provided by the Federal Defend Trade Secrets Act, Employee will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made made: (a1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, ; or (b2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or (c) . In exchange for the promises contained in court proceedings if this Agreement, the Company promises to provide the benefits set forth in this Agreement. Dated: March 29, 2024 /s/ Xxxx Xxxxxxxx Ascend Wellness Holdings Inc. Employee files a lawsuit for retaliation by an employer for reporting a suspected violation of lawhas read this Agreement and understand its legal and binding effect. Employee is acting voluntarily, or to Employee’s attorney in such lawsuit, provided that Employee must file any document containing the trade secret under sealdeliberately, and Employee may not disclose the trade secretof his own free will in signing this Agreement. Dated: March 29, except pursuant to court order. Notwithstanding the foregoing, under no circumstance will Employee be authorized to make any disclosures as to which the Company may assert protections from disclosure under the attorney-client privilege or the attorney work product doctrine, without prior written consent of the Company’s General Counsel or another authorized officer designated by the Company.2024 /s/ Xxxxx Xxxxxx

Appears in 1 contract

Samples: Separation and Release Agreement

No Interference with Rights. A. Nothing Employee understands this Agreement does not apply to (i) claims for unemployment or workers' compensation benefits, (ii) claims or rights that may arise after the date that Employee signs this Agreement, (iii) claims for reimbursement of expenses under the Company's expense reimbursement policies, (iv) any vested rights under the Company's ERISA-covered employee benefit plans as applicable on the date Employee signs this Agreement, and (v) any claims that controlling law clearly states may not be released by private agreement. Moreover, nothing in this Agreement (including but not limited to the acknowledgements, release of claims, acknowledgementsthe promise not to sue, confidentiality, the confidentiality and non-disparagementdisparagement obligations, confidential information, attorneys’ feescooperation, and cooperation provisionsthe return of property provision) (i) limits or affects Employee's right to challenge the validity of this Agreement under the ADEA or the OWBPA, prevent (ii) prevents Employee from communicating and cooperating with, filing a charge or complaint with; providing documents or information voluntarily or in good faith with response to a subpoena or other information request to; or from participating in an investigation or proceeding conducted by the EEOCEqual Employment Opportunity Commission, National Labor Relations Board, the Securities and Exchange Commission, or any other self-regulatory organization the Occupational Safety and Health Administration, law enforcement, or any other federal, state or local agency (each a “Government Agency”) for charged with the purpose of (i) reporting a possible violation enforcement of any U.S. federal, statelaws, or local law from testifying, providing evidence, responding to a subpoena or regulationdiscovery request in court litigation or arbitration, (ii) filing a charge or complaint with a Government Agency, (iii) participating prevents a non-management, non-supervisory employee from engaging in an investigation or proceeding conducted by a Government Agency, (iv) exercising rights protected concerted activity under Section 7 of the NLRA or under similar state law such as joining, assisting, or forming a union, bargaining, picketing, striking, or participating in other activity for mutual aid or protection, or refusing to engage do so; this includes using or disclosing information acquired through lawful means regarding wages, hours, benefits, or other terms and conditions of employment, except where the information was entrusted to the employee in protectedconfidence by the Company as part of the employee's job duties. In addition, concerted activity with other employees, although by nothing in this Agreement limits or affects Employee's right to disclose or discuss sexual harassment or sexual assault disputes. By signing this Agreement Employee is waiving rights his right to recover any individual relief (including any money damagesbackpay, front pay, reinstatement or other legal or equitable relief) in any charge, complaint, or lawsuit or other proceeding brought by Employee or on Employee’s his behalf by any third party, except for any right Employee may have to receive a payment or award from a government agency (and not the Company) for information provided to the government agency or where such a waiver of individual relief is otherwise prohibited. AdditionallyNotwithstanding Employee's confidentiality and non-disclosure obligations in this Agreement and otherwise, Employee shall understands that as provided by the Federal Defend Trade Secrets Act, Employee will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made made: (a1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, ; or (b2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or (c) . In exchange for the promises contained in court proceedings if this Agreement, the Company promises to provide the benefits set forth in this Agreement. Dated: March 26, 2024 /s/ Xxxx Xxxxxxxx Ascend Wellness Holdings Inc. Employee files a lawsuit for retaliation by an employer for reporting a suspected violation of lawhas read this Agreement and understands its legal and binding effect. Employee is acting voluntarily, or to Employee’s attorney in such lawsuit, provided that Employee must file any document containing the trade secret under sealdeliberately, and Employee may not disclose the trade secretof his own free will in signing this Agreement. Dated: March 26, except pursuant to court order. Notwithstanding the foregoing, under no circumstance will Employee be authorized to make any disclosures as to which the Company may assert protections from disclosure under the attorney-client privilege or the attorney work product doctrine, without prior written consent of the Company’s General Counsel or another authorized officer designated by the Company.2024 /s/ Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx

Appears in 1 contract

Samples: Separation and Release Agreement (Ascend Wellness Holdings, Inc.)

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No Interference with Rights. A. Nothing in this Agreement is intended to waive claims (i) for unemployment or workers’ compensation benefits, (ii) for vested rights under ERISA-covered employee benefit plans as applicable on the date Executive signs this Agreement, or (iii) which cannot be released by private agreement. In addition, nothing in this Agreement, including but not limited to the release of claims, acknowledgementsproprietary information, confidentiality, cooperation, and non-disparagementdisparagement provisions: (a) waives Executive’s right to testify in an administrative, confidential informationlegislative, attorneys’ feesor judicial proceeding concerning alleged criminal conduct or alleged sexual harassment on the part of the Company, and cooperation provisionsor on the part of the agents or employees of the Company, prevent Employee when Executive has been required or requested to attend such a proceeding pursuant to a court order, subpoena, or written request from communicating and cooperating an administrative agency or the legislature; (b) prevents Executive from discussing or disclosing information about unlawful acts in good faith with the EEOCworkplace, National Labor Relations Board, the Securities and Exchange Commission, such as harassment or discrimination or any other self-regulatory organization or any other federal, state or local agency conduct that Executive has reason to believe is unlawful; (each a “Government Agency”c) for the purpose of (i) reporting a possible violation of any U.S. federal, state, or local law or regulation, (ii) prevents Executive from filing a charge or complaint with a Government Agencywith, (iii) providing information or documents to, and/or from participating in an investigation or proceeding conducted by a Government Agencythe Equal Employment Opportunity Commission (EEOC), National Labor Relations Board (ivNLRB), the Securities and Exchange Commission (SEC), or any other any federal, state or local agency charged with the enforcement of any laws, or (d) prevents Executive from exercising rights under Section 7 of the NLRA National Labor Relations Act (NLRA) to engage in protected, concerted joint activity with other employees, although provided that by signing this Agreement Employee Executive is waiving rights the right to individual relief (including any money damages, reinstatement based on claims asserted in such a charge or other legal or equitable relief) in any charge, complaint, or lawsuit or other proceeding brought by Employee or on Employee’s behalf asserted by any third partythird-party on Executive’s behalf, except where such a waiver of individual relief is prohibited. Additionally, Employee shall prohibited and except for any right Executive may have to receive a payment from a government agency (and not be held criminally or civilly liable under any federal or state trade secret law the Company) for the disclosure of a trade secret that is made (a) in confidence information provided to a federal, state, or local government official, or agency. Executive and the Company do not intend to an attorney, solely for the purpose of reporting or investigating release claims that Executive may not release as a suspected violation matter of law, (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made including but not limited to claims for indemnity under seal; or (c) in court proceedings if Employee files a lawsuit for retaliation by an employer for reporting a suspected violation of law, or to Employee’s attorney in such lawsuit, provided that Employee must file any document containing the trade secret under seal, and Employee may not disclose the trade secret, except pursuant to court order. Notwithstanding the foregoingCalifornia Labor Code Section 2802, under no circumstance will Employee be authorized to make the indemnification agreement between Executive and the Company, indemnification under any disclosures as to which the Company may assert protections from disclosure under the attorney-client privilege or the attorney work product doctrine, without prior written consent organizational document of the Company’s General Counsel , directors’ and officers’ insurance coverage, although Executive represents that Executive she is not currently aware of any such claim, or another authorized officer designated by the Companyany claims for enforcement of this Agreement.

Appears in 1 contract

Samples: Separation and Transition Services Agreement (Workday, Inc.)

No Interference with Rights. A. Nothing in this Agreement is intended to waive claims (i) for unemployment or workers’ compensation benefits, (ii) for vested rights under ERISA-covered employee benefit plans as applicable on the date You sign this Agreement, or (iii) which cannot be released by private agreement. In addition, nothing in this Agreement, including but not limited to the release of claims, acknowledgementsproprietary information, confidentiality, cooperation, and non-disparagementdisparagement provisions: (a) waives Your right to testify in an administrative, confidential informationlegislative, attorneys’ feesor judicial proceeding concerning alleged criminal conduct or alleged sexual harassment on the part of Workday, and cooperation provisionsor on the part of the agents or employees of Workday, prevent Employee when You have been required or requested to attend such a proceeding pursuant to a court order, subpoena, or written request from communicating and cooperating an administrative agency or the legislature; (b) prevents You from discussing or disclosing information about unlawful acts in good faith with the EEOCworkplace, National Labor Relations Board, the Securities and Exchange Commission, such as harassment or discrimination or any other self-regulatory organization or any other federal, state or local agency conduct that You have reason to believe is unlawful; (each a “Government Agency”c) for the purpose of (i) reporting a possible violation of any U.S. federal, state, or local law or regulation, (ii) prevents You from filing a charge or complaint with a Government Agencywith, (iii) providing information or documents to, and/or from participating in an investigation or proceeding conducted by a Government Agencythe Equal Employment Opportunity Commission (EEOC), National Labor Relations Board (ivNLRB), the Securities and Exchange Commission (SEC), or any other any federal, state or local agency charged with the enforcement of any laws, or (d) prevents You from exercising rights under Section 7 of the NLRA National Labor Relations Act (NLRA) to engage in protected, concerted joint activity with other employees, although provided that by signing this Agreement Employee is You are waiving rights the right to individual relief (including any money damages, reinstatement based on claims asserted in such a charge or other legal or equitable relief) in any charge, complaint, or lawsuit or other proceeding brought by Employee or on Employee’s behalf asserted by any third partythird-party on Your behalf, except where such a waiver of individual relief is prohibited. Additionally, Employee shall prohibited and except for any right You may have to receive a payment from a government agency (and not be held criminally or civilly liable under any federal or state trade secret law Workday) for the disclosure of a trade secret that is made (a) in confidence information provided to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or (c) in court proceedings if Employee files a lawsuit for retaliation by an employer for reporting a suspected violation of law, or to Employee’s attorney in such lawsuit, provided that Employee must file any document containing the trade secret under seal, and Employee may not disclose the trade secret, except pursuant to court order. Notwithstanding the foregoing, under no circumstance will Employee be authorized to make any disclosures as to which the Company may assert protections from disclosure under the attorney-client privilege or the attorney work product doctrine, without prior written consent of the Company’s General Counsel or another authorized officer designated by the Companyagency.

Appears in 1 contract

Samples: General Release (Workday, Inc.)

No Interference with Rights. A. Nothing in this Agreement Agreement, including but not limited to the release of claims, acknowledgements, confidentiality, the non-disparagementdisclosure of Confidential Information, confidential informationthe acknowledgements and promise not to sue, attorneys’ feesor the non-disparagement clauses, and cooperation provisions(i) waives your right to testify in an administrative, prevent Employee legislative, or judicial proceeding concerning alleged criminal conduct or alleged sexual harassment on the part of the Company, or on the part of the agents or employees of the Company, when you have been required or requested to attend such a proceeding pursuant to a court order, subpoena, or written request from communicating and cooperating an administrative agency or the legislature; (ii) prevents the filing of a charge or complaint with or the participation in good faith with an investigation or proceeding conducted by the Equal Employment Opportunity Commission (EEOC), the National Labor Relations BoardBoard (NLRB), the Securities and Exchange CommissionCommission (SEC), or any other self-regulatory organization or any other federal, state or local agency (each a “Government Agency”) for charged with the purpose of (i) reporting a possible violation enforcement of any U.S. federallaws, state, including providing documents or local law or regulation, (ii) filing a charge or complaint with a Government Agencyother information, (iii) participating in an investigation or proceeding conducted by a Government Agency, (iv) exercising prevents the exercise of rights under Section 7 of the NLRA National Labor Relations Act to engage in protected, concerted activity with other employeesemployees or other individuals; (iv) shall be construed to prohibit or prevent the disclosure of factual information related to any acts of sexual assault, although sexual harassment, or unlawful workplace harassment or discrimination, failure to prevent an act of workplace harassment or discrimination based on sex, or act of retaliation against a person for reporting or opposing harassment or discrimination; or (v) shall prevent you from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct you have reason to believe is unlawful. Although by signing this Agreement Employee is you acknowledge waiving rights your right to recover any individual relief (including any money damagesbackpay, frontpay, reinstatement or other legal or equitable relief) in any charge, complaint, or lawsuit or other proceeding brought by Employee you or on Employee’s your behalf by any third partyparty in relation to the matters described above in this Section 8, except where such for any right you may have to receive a waiver of individual relief is prohibited. Additionally, Employee shall payment from a government agency (and not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (a) in confidence to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or (c) in court proceedings if Employee files a lawsuit for retaliation by an employer for reporting a suspected violation of law, or to Employee’s attorney in such lawsuit, provided that Employee must file any document containing the trade secret under seal, and Employee may not disclose the trade secret, except pursuant to court order. Notwithstanding the foregoing, under no circumstance will Employee be authorized to make any disclosures as to which the Company may assert protections from disclosure under the attorney-client privilege or the attorney work product doctrine, without prior written consent of the Company’s General Counsel or another authorized officer designated by ) for information provided to the Company.government agency. 6 XXXXXXX X. XXXXXXX

Appears in 1 contract

Samples: Employment Separation and Release Agreement (Nektar Therapeutics)

No Interference with Rights. A. Nothing in this Agreement including but the Release is intended to waive claims (i) for unemployment or workers’ compensation benefits, (ii) for vested rights under ERISA-covered employee benefit plans as applicable on the date Employee signs the Release, (iii) that may arise after Employee signs the Release, (iv) for reimbursement of reasonable expenses under the Company’s expense reimbursement policies, (v) for claims for indemnification as an officer or director of the Company or any Company Group Member under applicable directors and officers insurance, the Company or Company Group Member bylaws, articles of incorporation or any indemnification agreement, or (vi) which cannot limited to be released by private agreement. Nothing in the release of claims, acknowledgements, confidentiality, non-disparagement, confidential information, attorneys’ fees, and cooperation provisions, Release will prevent Employee from communicating and cooperating exercising any rights that cannot be lawfully waived or restricted. Nothing in good faith the Release prevents Employee from testifying under oath at a hearing, deposition or in court in response to a lawful subpoena or other legal process or otherwise making any disclosure of information required by law. Nothing in the Release limits Employee’s ability to file a charge or complaint with or from participating in an investigation or proceeding conducted by the EEOCEqual Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, or the United States Department of Justice, Congress, any other self-regulatory organization agency Inspector General or any other federal, state or local governmental agency or commission (each a all of which are referred to in the Release as “Government AgencyAgencies) for the purpose of (i) reporting a possible violation of ), including exercising any U.S. federal, state, or local law or regulation, (ii) filing a charge or complaint with a Government Agency, (iii) participating in an investigation or proceeding conducted by a Government Agency, (iv) exercising rights Employee may have under Section 7 of the NLRA U.S. National Labor Relations Act, such as the right to engage in protectedconcerted activity, concerted activity including collective action or discussion concerning wages or working conditions,. Further, the Release does not limit Employee’s ability to communicate with other employeesany Government Agencies or otherwise cooperate with or participate in any investigation or proceeding that may be conducted by any Government Agency, although by signing this Agreement Employee is waiving rights to individual relief (including any money damages, reinstatement providing documents or other legal information, without notice to or equitable relief) seeking permission from the Company. In addition, the Release does not prohibit Employee from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination based on a protected characteristic or any other conduct Employee has reason to believe is unlawful. The Release does not limit Employee’s right to receive an award from a Government Agency for information provided to any Government Agencies. Employee agrees that Employee has waived any right—where such right can be waived—to recover monetary damages or other personal relief from the Released Parties in any charge, complaint, or lawsuit or other proceeding brought action filed by Employee or by anyone else on Employee’s behalf by any third partybehalf. Furthermore, except where such a waiver in accordance with 18 U.S.C. § 1833, notwithstanding anything to the contrary in this Release: (a) Employee shall not be in breach of individual relief is prohibited. Additionallythis Release, Employee and shall not be held criminally or civilly liable under any federal or state trade secret law (i) for the disclosure of a trade secret that is made (a) in confidence to a federal, state, or local government official, official or to an attorney, attorney solely for the purpose of reporting or investigating a suspected violation of law, or (bii) for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or and (cb) in court proceedings if Employee files a lawsuit for retaliation by an employer the Company for reporting a suspected violation of law, or Employee may disclose the trade secret to Employee’s attorney attorney, and may use the trade secret information in such lawsuitthe court proceeding, provided that if Employee must file files any document containing the trade secret under seal, and Employee may does not disclose the trade secret, except pursuant to court order. Notwithstanding the foregoing, under no circumstance will Employee be authorized to make any disclosures as to which the Company may assert protections from disclosure under the attorney-client privilege or the attorney work product doctrine, without prior written consent of the Company’s General Counsel or another authorized officer designated by the Company.

Appears in 1 contract

Samples: Release Agreement (TechnipFMC PLC)

No Interference with Rights. A. Nothing Employee understands this Agreement does not apply to (i) claims for unemployment or workers' compensation benefits, (ii) claims or rights that may arise after the date that Employee signs this Agreement, (iii) claims for reimbursement of expenses under the Company's expense reimbursement policies, (iv) any vested rights under the Company's ERISA-covered employee benefit plans as applicable on the date Employee signs this Agreement, and (v) any claims that controlling law clearly states may not be released by private agreement. Moreover, nothing in this Agreement (including but not limited to the acknowledgements, release of claims, acknowledgementsthe promise not to sue, confidentiality, the confidentiality and non-disparagementdisparagement obligations, confidential information, attorneys’ feescooperation, and cooperation provisionsthe return of property provision) (i) limits or affects Employee's right to challenge the validity of this Agreement under the ADEA or the OWBPA, prevent (ii) prevents Employee from communicating and cooperating with, filing a charge or complaint with; providing documents or information voluntarily or in good faith with response to a subpoena or other information request to; or from participating in an investigation or proceeding conducted by the EEOCEqual Employment Opportunity Commission, National Labor Relations Board, the Securities and Exchange Commission, or any other self-regulatory organization the Occupational Safety and Health Administration, law enforcement, or any other federal, state or local agency (each a “Government Agency”) for charged with the purpose of (i) reporting a possible violation enforcement of any U.S. federal, statelaws, or local law from testifying, providing evidence, responding to a subpoena or regulationdiscovery request in court litigation or arbitration, (ii) filing a charge or complaint with a Government Agency, (iii) participating prevents a non-management, non-supervisory employee from engaging in an investigation or proceeding conducted by a Government Agency, (iv) exercising rights protected concerted activity under Section 7 of the NLRA or under similar state law such as joining, assisting, or forming a union, bargaining, picketing, striking, or participating in other activity for mutual aid or protection, or refusing to engage do so; this includes using or disclosing information acquired through lawful means regarding wages, hours, benefits, or other terms and conditions of employment, except where the information was entrusted to the employee in protectedconfidence by the Company as part of the employee's job duties. In addition, concerted activity with other employees, although by nothing in this Agreement limits or affects Employee's right to disclose or discuss sexual harassment or sexual assault disputes. By signing this Agreement Employee is waiving rights his right to recover any individual relief (including any money damagesbackpay, front pay, reinstatement or other legal or equitable relief) in any charge, complaint, or lawsuit or other proceeding brought by Employee or on Employee’s his behalf by any third party, except for any right Employee may have to receive a payment or award from a government agency (and not the Company) for information provided to the government agency or where such a waiver of individual relief is otherwise prohibited. AdditionallyNotwithstanding Employee's confidentiality and non-disclosure obligations in this Agreement and otherwise, Employee shall understands that as provided by the Federal Defend Trade Secrets Act, Employee will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made made: (a1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, ; or (b2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or (c) . In exchange for the promises contained in court proceedings if this Agreement, the Company promises to provide the benefits set forth in this Agreement. Dated: March 29, 2024 /s/ Xxxx Xxxxxxxx Ascend Wellness Holdings Inc. Employee files a lawsuit for retaliation by an employer for reporting a suspected violation of lawhas read this Agreement and understand its legal and binding effect. Employee is acting voluntarily, or to Employee’s attorney in such lawsuit, provided that Employee must file any document containing the trade secret under sealdeliberately, and Employee may not disclose the trade secretof his own free will in signing this Agreement. Dated: March 29, except pursuant to court order. Notwithstanding the foregoing, under no circumstance will Employee be authorized to make any disclosures as to which the Company may assert protections from disclosure under the attorney-client privilege or the attorney work product doctrine, without prior written consent of the Company’s General Counsel or another authorized officer designated by the Company.2024 /s/ Xxxxx Xxxxxx Xxxxx Xxxxxx

Appears in 1 contract

Samples: Employee Separation and Release Agreement (Ascend Wellness Holdings, Inc.)

No Interference with Rights. A. Nothing Employee understands this Agreement does not apply to (i) claims for unemployment or workers' compensation benefits, (ii) claims or rights that may arise after the date that Employee signs this Agreement, (iii) claims for reimbursement of expenses under the Company's expense reimbursement policies, (iv) any vested rights under the Company's ERISA-covered employee benefit plans as applicable on the date Employee signs this Agreement, and (v) any claims that controlling law clearly states may not be released by private agreement. Moreover, nothing in this Agreement (including but not limited to the acknowledgements, release of claims, acknowledgementsthe promise not to sue, confidentiality, the confidentiality and non-disparagementdisparagement obligations, confidential information, attorneys’ feescooperation, and cooperation provisionsthe return of property provision) (i) limits or affects Employee's right to challenge the validity of this Agreement under the ADEA or the OWBPA, prevent (ii) prevents Employee from communicating and cooperating with, filing a charge or complaint with; providing documents or information voluntarily or in good faith with response to a subpoena or other information request to; or from participating in an investigation or proceeding conducted by the EEOCEqual Employment Opportunity Commission, National Labor Relations Board, the Securities and Exchange Commission, or any other self-regulatory organization the Occupational Safety and Health Administration, law enforcement, or any other federal, state or local agency (each a “Government Agency”) for charged with the purpose of (i) reporting a possible violation enforcement of any U.S. federal, statelaws, or local law from testifying, providing evidence, responding to a subpoena or regulationdiscovery request in court litigation or arbitration, (ii) filing a charge or complaint with a Government Agency, (iii) participating prevents a non- management, non-supervisory employee from engaging in an investigation or proceeding conducted by a Government Agency, (iv) exercising rights protected concerted activity under Section 7 of the NLRA or under similar state law such as joining, assisting, or forming a union, bargaining, picketing, striking, or participating in other activity for mutual aid or protection, or refusing to engage do so; this includes using or disclosing information acquired through lawful means regarding wages, hours, benefits, or other terms and conditions of employment, except where the information was entrusted to the employee in protectedconfidence by the Company as part of the employee's job duties. In addition, concerted activity with other employees, although by nothing in this Agreement limits or affects Employee's right to disclose or discuss sexual harassment or sexual assault disputes. By signing this Agreement Employee is waiving rights his right to recover any individual relief (including any money damagesbackpay, front pay, reinstatement or other legal or equitable relief) in any charge, complaint, or lawsuit or other proceeding brought by Employee or on Employee’s his behalf by any third party, except for any right Employee may have to receive a payment or award from a government agency (and not the Company) for information provided to the government agency or where such a waiver of individual relief is otherwise prohibited. AdditionallyNotwithstanding Employee's confidentiality and non-disclosure obligations in this Agreement and otherwise, Employee shall understands that as provided by the Federal Defend Trade Secrets Act, Employee will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made made: (a1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, ; or (b2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or (c) . In exchange for the promises contained in court proceedings if this Agreement, the Company promises to provide the benefits set forth in this Agreement. Dated: March 26, 2024 /s/ Xxxx Xxxxxxxx Ascend Wellness Holdings Inc. Employee files a lawsuit for retaliation by an employer for reporting a suspected violation of lawhas read this Agreement and understands its legal and binding effect. Employee is acting voluntarily, or to Employee’s attorney in such lawsuit, provided that Employee must file any document containing the trade secret under sealdeliberately, and Employee may not disclose the trade secretof his own free will in signing this Agreement. Dated: March 26, except pursuant to court order. Notwithstanding the foregoing, under no circumstance will Employee be authorized to make any disclosures as to which the Company may assert protections from disclosure under the attorney-client privilege or the attorney work product doctrine, without prior written consent of the Company’s General Counsel or another authorized officer designated by the Company.2024 /s/ Xxxxxxx Xxxxxxx

Appears in 1 contract

Samples: Separation and Release Agreement

No Interference with Rights. A. Nothing in this the Agreement including but is intended to waive claims (i) for unemployment or workers’ compensation benefits, (ii) for vested rights under ERISA-covered employee benefit plans as applicable on the date Employee signs the Agreement, (iii) that may arise after Employee signs the Agreement, (iv) for reimbursement of reasonable expenses under the Company’s expense reimbursement policies, (v) for claims for indemnification as an officer or director of the Company or any Company Group Member under applicable directors and officers insurance, the Company or Company Group Member bylaws, articles of incorporation or any indemnification agreement, or (vi) which cannot limited to be released by private agreement. Nothing in the release of claims, acknowledgements, confidentiality, non-disparagement, confidential information, attorneys’ fees, and cooperation provisions, Agreement will prevent Employee from communicating and cooperating exercising any rights that cannot be lawfully waived or restricted. Nothing in good faith the Agreement prevents Employee from testifying under oath at a hearing, deposition or in court in response to a lawful subpoena or other legal process or otherwise making any disclosure of information required by law. Nothing in the Agreement limits Employee’s ability to file a charge or complaint with or from participating in an investigation or proceeding conducted by the EEOCEqual Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, or the United States Department of Justice, Congress, any other self-regulatory organization agency Inspector General or any other federal, state or local governmental agency or commission (each a all of which are referred to in the Agreement as “Government AgencyAgencies) for the purpose of (i) reporting a possible violation of ), including exercising any U.S. federal, state, or local law or regulation, (ii) filing a charge or complaint with a Government Agency, (iii) participating in an investigation or proceeding conducted by a Government Agency, (iv) exercising rights Employee may have under Section 7 of the NLRA U.S. National Labor Relations Act, such as the right to engage in protectedconcerted activity, concerted activity including collective action or discussion concerning wages or working conditions,. Further, the Agreement does not limit Employee’s ability to communicate with other employeesany Government Agencies or otherwise cooperate with or participate in any investigation or proceeding that may be conducted by any Government Agency, although by signing this Agreement Employee is waiving rights to individual relief (including any money damages, reinstatement providing documents or other legal information, without notice to or equitable relief) seeking permission from the Company. In addition, the Agreement does not prohibit Employee from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination based on a protected characteristic or any other conduct Employee has reason to believe is unlawful. The Agreement does not limit Employee’s right to receive an award from a Government Agency for information provided to any Government Agencies. Employee agrees that Employee has waived any right—where such right can be waived—to recover monetary damages or other personal relief from the Released Parties in any charge, complaint, or lawsuit or other proceeding brought action filed by Employee or by anyone else on Employee’s behalf by any third partybehalf. Furthermore, except where such a waiver in accordance with 18 U.S.C. § 1833, notwithstanding anything to the contrary in this Agreement: (a) Employee shall not be in breach of individual relief is prohibited. Additionallythis Agreement, Employee and shall not be held criminally or civilly liable under any federal or state trade secret law (i) for the disclosure of a trade secret that is made (a) in confidence to a federal, state, or local government official, official or to an attorney, attorney solely for the purpose of reporting or investigating a suspected violation of law, or (bii) for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or and (cb) in court proceedings if Employee files a lawsuit for retaliation by an employer the Company for reporting a suspected violation of law, or Employee may disclose the trade secret to Employee’s attorney attorney, and may use the trade secret information in such lawsuitthe court proceeding, provided that if Employee must file files any document containing the trade secret under seal, and Employee may does not disclose the trade secret, except pursuant to court order. Notwithstanding the foregoing, under no circumstance will Employee be authorized to make any disclosures as to which the Company may assert protections from disclosure under the attorney-client privilege or the attorney work product doctrine, without prior written consent of the Company’s General Counsel or another authorized officer designated by the Company.

Appears in 1 contract

Samples: Release Agreement (TechnipFMC PLC)

No Interference with Rights. A. Nothing in this Agreement including but not limited to the release of claimsacknowledgments, acknowledgementsproprietary information, confidentiality, and non-disparagement, confidential information, attorneys’ fees, and cooperation disparagement provisions, prevent Employee (a) limits or affects Xxxxxxx’x right to disclose or discuss sexual harassment or sexual assault disputes; (b) prevents Xxxxxxx from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Xxxxxxx has reason to believe is unlawful or waives Xxxxxxx’x right to testify in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged sexual harassment on the part of any member of the Company Group, or on the part of the agents or employees of any member of the Company Group, when Xxxxxxx has been required or requested to attend such a proceeding pursuant to a court order, subpoena, or written request from an administrative agency or the legislature, (c) prevents Xxxxxxx from communicating and cooperating with, filing a charge or complaint with, providing documents or information voluntarily or in good faith with response to a subpoena or other information request to, or from participating in an investigation or proceeding conducted by the EEOCEqual Employment Opportunity Commission, National Labor Relations Board, the Securities and Exchange Commission, law enforcement, or any other self-regulatory organization or any other federal, state or local agency (each a “Government Agency”) for charged with the purpose of (i) reporting a possible violation enforcement of any U.S. federallaws; or from testifying, stateproviding evidence, or local law responding to a subpoena or regulationdiscovery request in court litigation or arbitration; or (d) prevents a non-management, (ii) filing a charge or complaint with a Government Agency, (iii) participating non-supervisory employee from engaging in an investigation or proceeding conducted by a Government Agency, (iv) exercising rights protected concerted activity under Section §7 of the NLRA or similar state law such as joining, assisting, or forming a union, bargaining, picketing, striking, or participating in other activity for mutual aid or protection, or refuse to engage do so; this includes using or disclosing information acquired through lawful means regarding wages, hours, benefits, or other terms and conditions of employment, unless the information was entrusted to the employee in protected, concerted activity with other employees, confidence by the Company as part of the employee’s job duties; although by signing this Agreement Employee Agreement, in each case, Xxxxxxx is waiving rights to individual relief (including any money damagesbackpay, front pay, reinstatement or other legal or equitable relief) in any charge, complaint, or lawsuit or other proceeding brought by Employee Xxxxxxx or on Employee’s his behalf by any third party, except for (I) any right Xxxxxxx may have to receive a payment or award from a government agency (and not any member of the Company Group) for information provided to the government agency or (II) where such a waiver of individual relief is prohibitedprohibited by law. AdditionallyNotwithstanding the confidentiality and non-disclosure obligations in the Confidentiality Agreement, Employee shall this Agreement and otherwise, Xxxxxxx understands that as provided by the Federal Defend Trade Secrets Act, Xxxxxxx will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made made: (a1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, ; or (b2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or (c) in court proceedings if Employee files a lawsuit for retaliation by an employer for reporting a suspected violation of law, or to Employee’s attorney in such lawsuit, provided that Employee must file any document containing the trade secret under seal, and Employee may not disclose the trade secret, except pursuant to court order. Notwithstanding the foregoing, under no circumstance will Employee be authorized to make any disclosures as to which the Company may assert protections from disclosure under the attorney-client privilege or the attorney work product doctrine, without prior written consent of the Company’s General Counsel or another authorized officer designated by the Company.

Appears in 1 contract

Samples: Special Advisor Agreement (QuidelOrtho Corp)

No Interference with Rights. A. Nothing in this the Agreement including but is intended to waive claims (i) for unemployment or workers’ compensation benefits, (ii) for vested rights under ERISA-covered employee benefit plans as applicable on the date Employee signs the Agreement, (iii) that may arise after Employee signs the Agreement, (iv) for reimbursement of reasonable expenses under the Company’s expense reimbursement policies, (v) for claims for indemnification as an officer or director of the Company or any Company Group Member under applicable directors and officers insurance, the Company or Company Group Member bylaws, articles of incorporation or any indemnification agreement, or (vi) which cannot limited to be released by private agreement. Nothing in the release of claims, acknowledgements, confidentiality, non-disparagement, confidential information, attorneys’ fees, and cooperation provisions, Agreement will prevent Employee from communicating and cooperating exercising any rights that cannot be lawfully waived or restricted. Nothing in good faith the Agreement prevents Employee from testifying at a hearing, deposition or in court in response to a lawful subpoena. Nothing in the Agreement limits Employee’s ability to file a charge or complaint with or from participating in an investigation or proceeding conducted by the EEOCEqual Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, or the United States Department of Justice, Congress, any other self-regulatory organization agency Inspector General or any other federal, state or local governmental agency or commission (each a all of which are referred to in the Agreement as “Government AgencyAgencies) for ). Further, the purpose of (i) reporting a possible violation of Agreement does not limit Employee’s ability to communicate with any U.S. federal, state, Government Agencies or local law otherwise participate in any investigation or regulation, (ii) filing a charge or complaint with a proceeding that may be conducted by any Government Agency, (iii) participating in including providing documents or other information, without notice to the Company. The Agreement does not limit Employee’s right to receive an investigation or proceeding conducted by award from a Government Agency, (iv) exercising rights under Section 7 of the NLRA Agency for information provided to engage in protected, concerted activity with other employees, although by signing this Agreement any Government Agencies. Employee is waiving rights agrees that Employee has waived any right—where such right can be waived—to individual relief (including any money damages, reinstatement recover monetary damages or other legal or equitable relief) personal relief from the Released Parties in any charge, complaint, or lawsuit or other proceeding brought action filed by Employee or by anyone else on Employee’s behalf by any third party, except where such a waiver of individual relief is prohibited. Additionally, Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (a) in confidence to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or (c) in court proceedings if Employee files a lawsuit for retaliation by an employer for reporting a suspected violation of law, or to Employee’s attorney in such lawsuit, provided that Employee must file any document containing the trade secret under seal, and Employee may not disclose the trade secret, except pursuant to court order. Notwithstanding the foregoing, under no circumstance will Employee be authorized to make any disclosures as to which the Company may assert protections from disclosure under the attorney-client privilege or the attorney work product doctrine, without prior written consent of the Company’s General Counsel or another authorized officer designated by the Companybehalf.

Appears in 1 contract

Samples: Claims and Restrictive Covenant Agreement (TechnipFMC PLC)

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